Arthur Tzianabos
About Arthur O. Tzianabos, Ph.D.
Arthur O. Tzianabos, age 62, is a Class II director of Q32 Bio Inc. (NASDAQ: QTTB) serving since April 2016; he previously served as Chairman of the Board from September 2022 to March 2024 and was the prior CEO of Homology Medicines (Q32’s predecessor) from April 2016 to September 2022 . He is currently President & CEO of Lifordi Immunotherapeutics (since June 2023) and a Venture Partner at 5AM Ventures (since September 2022); he holds a B.S. in Biology (Boston College), a Ph.D. in Microbiology (University of New Hampshire), and completed a post-doctoral fellowship in Immunology at Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Q32 Bio Inc. (formerly Homology Medicines, Inc.) | Director (Class II); Chair of the Board (prior) | Director since Apr 2016; Chair Sept 2022–Mar 2024; term through 2026 | Board leadership experience; transitioned from non-independent ex-CEO to non-employee director |
| Homology Medicines, Inc. | President & CEO | Apr 2016–Sept 2022 | Led predecessor company through strategic combination with Legacy Q32; industry leadership |
| OvaScience, Inc. | President & Chief Scientific Officer | Sept 2013–Mar 2016 | Senior operating and scientific leadership |
| Shire plc | Senior Director, VP Program Mgmt, SVP & Head Research/Early Dev | ~8 years (dates not individually specified) | Built R&D/program leadership experience |
| Harvard Medical School (Channing Lab, Brigham & Women’s; Dept. Microbiology & Molecular Genetics) | Faculty; ran labs | 1992–2005 | Academic immunology and microbiology leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lifordi Immunotherapeutics | President & CEO | Since Jun 2023 | Operating leadership in immunotherapeutics |
| 5AM Ventures | Venture Partner | Since Sept 2022 | Investment/biotech company-building |
| Stoke Therapeutics, Inc. (NASDAQ: STOK) | Chairman and Director | Since Apr 2018 | Public-company board leadership |
| Akouos, Inc. (acq. by Eli Lilly, Dec 2022) | Chairman (prior) | Jul 2018–Dec 2022 | Led board through sale |
| BIND Therapeutics, Inc. (acq. by Pfizer, Jul 2016) | Director (prior) | Oct 2015–Jul 2016 | Board member through sale |
Board Governance
- Independence status: Not independent under Nasdaq rules due to prior service as CEO (through Sept 2022) .
- Committee assignments: Member, Research & Development Committee (Chair: Bill Lundberg, M.D.) .
- Years of service and class: Director since April 2016; Class II term expires at the 2026 annual meeting .
- Board and committee engagement: Following the March 25, 2024 merger closing, the full Board met seven times in 2024; each director attended at least 75% of Board/committee meetings for their service period .
- Prior leadership: Chairman of the Board from September 2022 to March 2024 .
Fixed Compensation (Director)
| Component | Arthur Tzianabos (FY2024) | Notes |
|---|---|---|
| Cash fees | $51,427 | Fees earned/paid in cash under the non-employee director policy |
| Option awards (grant-date fair value) | $164,607 | ASC 718 grant-date fair value; separate from options-in-lieu-of-cash elections (he did not elect) |
| Total | $216,034 | Sum of cash and option awards |
Director compensation policy (adopted March 25, 2024):
- Annual Board retainer: $40,000; Non-Executive Chair: +$33,500 .
- Committee fees (annual): Audit member $9,500; Audit Chair +$9,500; Compensation member $6,000; Compensation Chair +$6,000; Nominating member $5,000; Nominating Chair +$5,000; R&D member $5,000; R&D Chair +$5,000 .
- Option-in-lieu-of-cash: Directors may irrevocably elect to receive annual cash retainer entirely as options; several peers elected in 2024 (Grayzel, Lundberg, Manke) but not Tzianabos .
Performance Compensation (Director Equity)
| Metric | Detail |
|---|---|
| 2024 annual director option grant policy | Annual Award with $114,000 grant-date fair value; vests in full by the earlier of 1-year or next annual meeting; 10-year term; strike at grant FMV |
| Initial director grant policy | $228,000 grant-date fair value; vests 1/3 after 1 year, remainder monthly over next 2 years; 10-year term; strike at grant FMV |
| Sale event acceleration | All outstanding Initial and Annual director awards become fully vested upon a Sale Event under the 2024 Plan |
| Arthur’s 2024 option award (ASC 718) | $164,607 grant-date fair value |
| Options held (12/31/2024) | 38,441 options outstanding (company-wide table by director) |
| Option repricing (governance flag) | On Feb 24, 2025, all “underwater” options held by current employees and non-employee directors with grant dates prior to Feb 23, 2025 were repriced to $2.54 (closing price on Feb 24, 2025) |
Note: Director equity is time-based (not tied to performance metrics such as TSR, revenue, or EBITDA), emphasizing retention and alignment via stock price exposure .
Other Directorships & Interlocks
| Company | Exchange | Role | Since | Notes |
|---|---|---|---|---|
| Stoke Therapeutics, Inc. | NASDAQ: STOK | Chairman and Director | Apr 2018 | Current public-company board leadership |
- Board investor affiliations disclosed for other directors (e.g., Atlas Venture; OrbiMed) — Q32’s Board affirmed independence for those directors while noting their affiliations; Tzianabos’ non-independence relates solely to prior CEO service -.
Expertise & Qualifications
- Immunology and microbiology scientist with academic tenure at Harvard Medical School (1992–2005) and extensive R&D leadership in industry (Shire, OvaScience) .
- Prior public-company CEO and Chair experience; multiple successful M&A outcomes (Akouos to Lilly, BIND to Pfizer) .
- Education: B.S. Biology (Boston College), Ph.D. Microbiology (University of New Hampshire), Post-Doctoral Fellowship in Immunology (Harvard Medical School) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 38,622 | 7,983 shares held + 30,639 options exercisable within 60 days of Apr 16, 2025 |
| Ownership (% of outstanding) | <1% | Asterisked in snapshot table as less than 1% |
| Options exercisable within 60 days | 30,639 | Included in beneficial ownership |
| Options outstanding (12/31/2024) | 38,441 | Director options total as of year-end 2024 |
| Pledging/hedging policy | Prohibited | Company insider trading policy bars pledging, hedging, short sales, and derivative hedges |
Insider Trades and Filings
| Event | Date | Filing date | Note |
|---|---|---|---|
| Section 16(a) Late Filing | Mar 25, 2024 | Aug 14, 2024 | One transaction was inadvertently filed late due to administrative oversight |
Governance Assessment
- Board effectiveness and alignment: Tzianabos brings deep immunology/R&D and CEO/Chair experience aligned with his assignment on the Research & Development Committee, supporting strategy and pipeline governance .
- Independence and potential influence: He is not independent under Nasdaq rules due to prior CEO service; while common in reverse-merger transitions, extended non-independence can constrain committee placement and investor perceptions of board independence .
- Attendance and engagement: The Board met seven times post-merger in 2024 and each director met or exceeded 75% attendance across Board and committee meetings, signaling baseline engagement .
- Director compensation structure: Standard small-cap biotech mix of cash retainer plus annual time-vested option awards; no performance-conditioned director equity (retention/alignment via stock options) .
- RED FLAG – option repricing: Company repriced all “underwater” options for employees and non-employee directors on Feb 24, 2025 to $2.54; option repricing is frequently viewed as shareholder-unfriendly without explicit shareholder approval or robust rationale, and may draw scrutiny regarding pay-for-performance alignment .
- Related-party/Interlocks: No related-party transactions involving Tzianabos disclosed; broader financing participants include major holders affiliated with certain other directors (e.g., Atlas, OrbiMed), with oversight under a Related Person Transaction Policy and Audit Committee review -.
- Say-on-pay and compensation oversight context: Compensation Committee composed of independent directors and uses an independent consultant (Aon) for executive pay benchmarking and design; Clawback policy adopted pursuant to Nasdaq rules .
- Compliance note: One late Section 16(a) filing for Tzianabos in 2024, attributed to administrative oversight (minor compliance flag) .
Overall implication for investor confidence: Tzianabos’ domain expertise and prior leadership are assets for R&D oversight, but his non-independent status and the company-wide option repricing (including directors) are governance considerations that investors may weigh when assessing board independence and pay-for-performance rigor .